8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported):  November 30, 2006

XILINX, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-18548	77-0188631
(State or other  jurisdiction of  incorporation)	(Commission File  Number)	(IRS Employer  Identification No.)

2100 Logic Drive, San Jose, California	95124
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (408) 559-7778

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On November 30, 2006, Xilinx, Inc. (the “Company”) announced that the staff of the Securities and Exchange Commission has formally notified the Company that the staff’s investigation into the Company’s stock option practices has been terminated and that no enforcement action against the Company has been recommended to the Securities and Exchange Commission.  A copy of the related press release is furnished as Exhibit 99.1 to this report.

Item 9.01           Financial Statements and Exhibits:

(d)  Exhibits

Exhibit No.	Description
99.1	Press Release of Xilinx, Inc. dated November 30, 2006.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	XILINX, INC.
Date: November 30, 2006	By:	/s/	Thomas R. Lavelle
			Thomas R. Lavelle
			Vice President and General Counsel

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of Xilinx, Inc. dated November 30, 2006.

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EX-99.1

Exhibit 99.1

Investor Relations Contact:

Maria Quillard

Xilinx, Inc.

(408) 879-4988

ir@xilinx.com

XILINX ANNOUNCES TERMINATION OF SEC INVESTIGATION

SAN JOSE, CA, NOVEMBER 30, 2006 — Xilinx, Inc. (Nasdaq: XLNX) today announced that the United States Securities and Exchange Commission (SEC) has formally notified Xilinx that its investigation of Xilinx’s stock option granting practices has been terminated and that no enforcement action has been recommended.  As Xilinx disclosed in June 2006, the Company received notice from the SEC advising that the SEC had commenced an informal inquiry into the Company’s historical stock option-granting practices.

As previously reported, under the direction of a Special Committee of the Board of Directors, outside counsel conducted an investigation of the Company’s historical stock option-granting practices and found no evidence of fraud in the Company’s practices in granting of stock options, nor any evidence of manipulation of the timing or exercise price of stock option grants.  The investigation further found no issues of management integrity in the issuance of stock options.  The investigation determined that in nearly all cases, stock options were issued as of pre-set dates.

The SEC’s notification followed an August 31, 2006, presentation by outside counsel and the Company to the SEC staff regarding the results of the Company’s investigation.

“We are extremely pleased to receive this notification from the SEC.  We also would like to thank the members of our Special Committee for their comprehensive work in connection with the investigation,” stated Wim Roelandts, Xilinx’s chairman, president and chief executive officer.

About Xilinx

Xilinx, Inc. (NASDAQ: XLNX) is the worldwide leader of programmable logic solutions. Additional information about Xilinx is available at http://www.xilinx.com.